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It all stated innocently enough. My best friend Beth called to tell me she was planning a long weekend in celebration of her husband's 40th birthday. Beth asked if my husband, Sean, and I (my name is Carrie) wanted to accompany them. We decided to go the Caribbean for four glorious days of fun and sun. I never guessed that it would change my life.

Beth and I have been friends for about six years. Remember the movie Braveheart? Well, Beth looks just like the young Scottish lass, with a beautiful face, perfect skin, and long brown hair. She is only 5' 3" and has a full bust and swivel hips. As Sean has stated, "Beth is built for sex." I am 5' 6", have short blonde hair and an athletic build with average breasts and narrow hips. Naked, my most striking feature is my long, thick nipples. Anyone who has known me for more than a weak has noticed my "silver bullets." Harris, Beth's husband, and Sean are total opposites. Harris is about 5' 10" with very dark hair and a thick build. He is a typical "man's man" who loves to hunt and fish. Sean is 6' 2", thin and he likes to swim, run, and bike. He has lots of dirty blonde hair and a big smile.

Day One

We arrived in paradise on a Thursday, the day before Harris' birthday. By the time we arrived, checked in, and changed it was about 3 pm. We decided to head right to the beach. I was immediately surprised to see many, but not all, of the woman were topless. I had not considered this possibility and wasn't sure if I wanted to show Harris my tits. Apparently Harris wanted to see my tits and said, "So Beth, Carrie, when in Rome..." and he pointed to a topless woman walking by.

Before I had a chance to respond Beth answered, "Not today stud. Maybe tomorrow for your birthday," and she winked at me. At this point I noticed that Sean was staring a Beth's ample chest, apparently imagining her topless.

The rest of the day was uneventful. We had a nice dinner, a few drinks and everyone decided to turn in at around 11 pm. As Sean undressed I sat and watched, fully dressed. When he was naked I stood behind him and wrapped my arms around his muscular waist. Looking at him over his shoulder and reflected in a mirror I asked him "So, what do you think about Beth and I going topless on the beach." I immediately saw his cock twitch.

"Well...," he stuttered a little, "Well Hon, as Harris said, 'When in Rome.' I guess it would be alright."

"You just want to see Beth's big tits." I looked at his cock, another twitch. I continued, "And I think it would turn you on to see your wife expose herself."

This time his cock jumped! I didn't expect this reaction. I was only kidding, but apparently I hit a nerve. I decided to go with it.

"Tell me how you want me to strip for all of the men on the beach." I was smiling, just having fun.

"I think it would be exciting to see you show off your breasts. I know how your nipples are always looking for some attention." He tried to laugh.

"You mean like this." I stepped away from Sean and stated to slowly undress. I could already feel my nipples getting hard. As I undressed, I looked Sean in the eye through the mirror and said "Would this excite you Sean? To watch me take off my shirt in public (as I removed my shirt). To be standing in my bikini bottoms (I removed my shorts) and then to slowly remove my top, exposing my tits for anyone to see?" I dropped my bra without taking my eyes off Sean. His cock was now leaking pre-cum.

"You know," I continued, "I wouldn't just be topless for a second or two. As I move around everyone will see my tits sway and jiggle. When I put on lotion my nipples will probably get really hard." I moved around and then massaged my breasts as if I was applying lotion to demonstrate. My nipples rose to the occasion. "I can see you like that," as I moved to him and pulled his hard as steel penis. Teasing Sean was really fun. "Maybe seeing my tits will make Harris' cock just as hard as yours is now," and then I started to giggle.

Sean started to laugh as well and moved towards me. I said "I'm sorry I got you all worked up. I really am exhausted from the trip. Let's go to sleep. I am sure tomorrow will be interesting."

Like a sad puppy, Sean just hung his head and said "O.K."

Feeling bad, I said "Well, come here, let me give you a quick hand job." Within a minute he was ready to shoot (Sean usually has great staying power. I guess he was really excited). "Are you ready?" I asked. "Yes" he groaned. I don't know why but I whispered "Just imagine Harris looking at my big nipples.. and he has a hard on."

Sean came. Hard. I couldn't believe our little play acting excited him so. I went to sleep dreaming of what tomorrow would bring.

Day Two (the morning)

Sean was gone in the morning. As expected he went to swim laps in the pool. I was still in bed when someone knocked. I threw on a large white T-shirt and answered. It was Beth, wearing a robe.

"I assumed Sean would be swimming and I wanted to talk to you before we all got together this morning." Beth sat down. When she did her robe fell off her legs and her top opened a little to expose her ample cleavage. I don't know why I noticed. Beth and I had traveled together before (without our husbands) and we had seen each other naked a few times. For some reason, this morning I noticed.

I guess it was the prospect of Sean maybe seeing those big tits in a few hours. I had already decided that I wanted to go topless. I did not know how Beth felt about showing her tits to Sean.

"Harris was really excited last night at the prospect of seeing us topless together on the beach." Without waiting for an answer, she continued, "But what I found out this morning is that just south of the beach we were on yesterday is a nude beach. I think turnabout is fair play. If they want to see us, we should get to see them." Beth was upping the ante.

When I did not answer immediately, Beth said, "After all, seeing our tits is most of their fun." With that Beth opened her robe to display her tits. She held them up and continued, "This is what sticks out on us. If we are going to show them what sticks out on us, why not see what sticks out on them?" Beth laughed. She was absentmindedly kneading her breasts. Then she added, "Of course, you don't need to be naked to show off what sticks out on you." And she pointed to my inch long nipples sticking through my white T-shirt.

"I'll take that as a sign that you want to play," Beth said coyly.

"Yes," I finally said, "lets have some fun teasing our husbands."

"Now that you put it that way, Carrie. I was having the same idea. You know how a guy gets when his dick is hard, you know, so cooperative and compliant. He will do anything just to have an orgasm."

"I know what you mean. I like teasing Sean and making him do what I want."

"Me too," said Beth, "me too. I think we need to pursue this further." We then had a long talk about what we wanted to do.

We all had breakfast together and proceeded to the beach. Harris and Sean keep looking at our tits. I wondered if they noticed that we were looking at their crotches. Beth had told me that Harris had a very big penis. I never really thought about it before, but now I couldn't keep my mind off of what it was going to look like.

At the beach, Beth announced, "Well, it's Harris' birthday, what do you say that we shed some extra clothes on the beach." The guys nodded eagerly. "How about it Sean, are you game?"

"It's Harris' birthday, anything he wants." Sean said confidently.

"I'm glad you put it that way Sean. Harris it is your birthday. Carrie and I thought that instead of just a topless beach, you may want to go to the nude beach."

I quickly looked at Sean to gauge his reaction. He looked confused but did not speak.

"After all, if you boys want to see us, you should be willing to do the same, right?"

Harris said "Sure, I've got nothing to hide."

Sean repeated, although a little unsure this time, "It's Harris' birthday, anything he wants."

"O.K.," I said, "lets go."

We walked to the nude beach in silence. As we proceeded we were looking at the naked people all around us. I could sense that we were all thinking about being naked together. I could feel my nipples hardening.

Beth picked a spot and without further discussion announced,"Well, its time to get rid of those tan lines." She choose to remove her bottoms first. I looked down and followed suit (so to speak) and removed my bottoms. Without looking up, I noticed that Harris and Sean were sliding their suits over their ankles. I then looked up in Sean's direction. He had turned sideways and was looking out to the water, rather than at any of us. I looked to Beth who wasn't looking at anyone. She simply removed her top with a smile. I then looked at Harris and gasped! He had a big cock. I didn't know how long it would be hard, but it was so thick! It was as thick as my wrist. I didn't really see him, but I could feel Sean looking at me as I looked at Harris' cock.

I was still staring (it was probably a second or two, but it seemed longer) when Sean moved over to me. I heard Beth say to Harris, "Let me put some lotion on your back." Then she whispered, "By the way, I think Carrie likes your cock." I then looked at Beth who was making a point to rub her round tits into Harris' side while she applied lotion to his back. Beth's tits were very different from mine. As I said they are large, probably a 36D, with some hang. She had a very large pink areola, with soft nipples. But, to my surprise, I found myself looking down at her pussy, her shaved, completely bare pussy! My nipples went ballistic! Then I noticed that Harris was still staring at me.

I looked away and dropped my top. I was enjoying exposing myself. I had no idea how much this would excite me. I decided to give him (and anyone else who was watching) a show. I turned sideways to give Harris the best view of my protruding nipples and picked up the suntan lotion. I stated to apply lotion to my front, including pulling on my nipples when I did my breast. Out of the corner of my eye I saw Harris's rising erection. Incredibly, my nipples grew even longer. Then I turned to look at Sean and asked him to lotion my back.

Beth now moved in front of Harris and he stated to rub lotion into her back. From the way she wiggled, I assumed that she was rubbing his hardening cock with her ass. I could see Sean steeling glances at her heavy tits and clean pussy. I then told Sean to sit in front of me while I did his back. When I was finished, I let my hand "slip" into his lap, just to make sure he was hard. He was. So far our plan was working, it had only been five minutes and they were both naked and hard.

The rest of the day was really uneventful. Every hour or so Beth and I would tease our husbands into another erection. Usually it took as little as the re-application of suntan lotion (even I had to watch when Beth was rubbing lotion into her bare pussy). Of course, the water was a perfect place to reach down and give them a few good strokes and ask how they like the view. For their part, Harris and Sean said almost nothing. But their cocks said all there was to say.

Day Two (the night)

Our husbands spent the day in a state of perpetual arousal. As we dressed for dinner Sean pleaded for a fuck or even another hand job, anything for release. I fended him off on the excuse that we did not have time. Apparently Beth had to do the same with Harris. Beth and I were both nicely dressed including standard bras and panties. Our husbands wore linen slacks, sans underwear, at our suggestion.

After dinner, we sat at the bar for an hour and encouraged our husbands to participate in some sort of drinking contest. Neither of them is a heavy drinker and the alcohol soon had them both very loose.

Beth then suggested that we return to Harris' room for the birthday celebration. We had the mandatory cake with a candle and Harris made a secret wish. Beth then suggested that we play an adult board game, "Since we've already seen each other naked, this should be fun," she said.

The game had some silly things, like describe your first time, and some more adventurous things, like whisper to a non- spouse a kinky fantasy (I don't know what Beth told Sean). There was also the mandatory occasional removal of clothes. As the game progressed, the fact that our husbands were sans underwear and that Beth and I were fully dressed became evident. Sean was the first to loose his shirt and pants. Harris was naked next. At this point Beth still had on her bra and panties and I still had my bra, panties and short skirt.

Beth drew the next card. It stated "Remove your next article of clothing and put it on your spouse." Harris groaned, but did not object when Beth removed her bra and placed it over his hairy chest. He had to leave it on for two turns. I wanted to see if Harris' cock responded to wearing Beth's bra, but the table obstructed my view. However, I could see the effect that Beth's naked chest was having on Sean. Sitting to my left, his hard penis was evident.

Unfortunately for Sean, his turn was next and his card read "Stand with your hands on your head for 30 seconds." Sheepishly, Sean stood, his erection quite obvious. Beth said, "Is that in praise of my naked tits? Sean, you have been looking at my tits all day and they still give you an erection?" Then Beth took over. "Harris, you stand up too and Carrie take off your bra, I want to see if the sight of your tits gets Harris hard too." Like a robot Harris stood up, still wearing Beth's bra, and stared at my chest. I slowly pulled the straps down and then let the cups fall. Harris' penis flew up.

"Well, that settles that. We have a couple of tit men, Carrie. Sean, just what is it about my tits that excites you so?" Beth asked. She also stated to gently knead her globes.

Seeing Beth massage her tits had Sean as hard as a rock. He answered, "They just look so big and soft."

Without hesitation, he responded "Look at her nipples." He was almost drooling. Following Beth's lead, I was gently pulling on my nipples. "I've never seen nipples so long before."

I said, "Beth, it looks like we have two horny little boys on our hands, what should we do with them?"

"I think we should keep playing the game, except I think they should remain standing so that we can see the effect we are having on them. In fact, Sean put on Carrie's bra so that Harris is not the only one wearing women's underwear." Sean did it without hesitation. I drew the next card, "Remove an article of clothing from the person sitting next to you."

Beth said, "Since the boys want to wear our bras, I guess that means me." She stood up and walked over to me. She then turned so that she faced the boys. I moved behind her and ever so slowly started to pull her panties down. When I was down to her bald pussy, Beth said "Carrie stop. Look at what we are doing to their cocks, they're dripping." She was right, they were both starting to leak pre-cum. I then pulled her panties off her.

Without drawing the next card Beth turned to face me, with her naked ass to the boys, and said, "Time to show the boys your pussy Carrie." She then dropped to her knees, brushing her breast against my stomach and legs as she went down. She quickly removed my skirt. Then she looked up at me, through my breasts and hard nipples, and removed my panties. As she pulled them down, her hand lightly brushed against my bush. As I stepped out, her face was only inches from my pussy, which was very wet by now. I wondered if Beth could smell my arousal.

Beth moved next to me and turned to face the boys, "So boys, which do you prefer, a bald pussy or a blonde one?" She said as she pointed first to her pussy then mine.

"Bald is beautiful," responded Harris.

"Blondes have more fun," said Sean.

"Well, loyal husbands, that's good," said Beth. "On with the game. Beth drew a card (I don't think it was her turn anymore, but no one noticed). The card read "If there is a hard penis in the room, two girls give it a kiss!" (I later found out that she made this up)

"There are two hard penises in the room, what will we do?" I asked.

"Harris," Beth said, "what did you wish for when you blew out the birthday candle?"

"That I would get a blow job from you and Carrie."

"Sean, it is Harris' 40th birthday, don't you think he deserves to have his wish?" Asked Beth.

Sean stuttered, "It's Harris' birthday, anything he wants."

Then I surprised myself by saying, "Sean, its Harris' birthday and Beth and I are going to give him a blow job. You want me to do a good job," it was a statement, not a question, "I don't think I can relax with you in the room. Maybe tomorrow we can all get together, but tonight is Harris' birthday. Go back to our room and I will take care of you in about an hour. No masturbating, and leave the bra on, I like it." I then scooted Sean out of the room.

Beth then took over. "Well Harris you are finally going to live out one of you greatest fantasies, two beautiful woman are going to suck on your fat dick. But if you haven't noticed yet we are in control and you are going to do it our way.

Do you understand?"

"Yes!"

"Good. Now I am going to blindfold you. I think seeing us is making you overexcited. Next, since it is your birthday you have to have your spanking before you get your present. Get over my lap." And Beth pulled Harris down to her lap by tugging hard on his penis. Without further ado, Beth started to spank Harris. When she got to twenty, she said, "Harris, since Carrie is going to give you half your present, she is going to give you half your spanking. Go ahead Carrie." I started to laugh and spank at the same time. Beth warned him, "Don't cum Harris, you will ruin the present."

After I finished spanking Harris, Beth said, "O.K. Harris, time for your present, lie down on the bed." Harris complied, a bit gingerly when his burning ass hit the bedspread. Beth and I then crawled up and began to lick his thick cock. Then Beth said, "See Carrie, it is too thick to get it all into your mouth. This is why Harris wants two women so badly, so that he can feel a mouth on both sides of his big cock."

"You know Harris, with our mouths so close together sometimes I just can't help but kiss Carrie. You don't mind if we kiss for a moment do you?" Beth winked and I (reluctantly) removed my mouth from Harris' fat one. Since Harris was blindfolded, we did not actually kiss, Beth just made sounds like we were.

"That was interesting," Beth said, "now back to his dick." We continued our licking and sucking, then Beth said, "God, Harris, Carrie really loves your cock. You should see excited she is, ummmm, I'm pulling on one of her nipples now. It is soooooo long and hard." She wasn't touching me, but I moaned like she was. "Harris, would you like to suck on Carrie's nipples?"

"Yes!!!!" He almost screamed.

"Would you like to fuck her too?"

"Yes!!!! Yes!!!! Yes!!!!!"

"Maybe I'll let you if you promise to do everything we say. Do you promise to obey us?"

"Yes," Harris answered.

"Not good enough" I said, "say I promise to obey Beth and Carrie at all times."

"I promise to obey Beth and Carrie at all times," Harris repeated.

"O.K. Harris, you can cum now."

I gave him one last suck, getting as much in my mouth as possible, while Beth jerked him off. When he yelled "I'm cumming," Beth and I leaned in and let him explode all over our tits. Mostly Beth aimed him at my chest. It then occurred to me what was next. Beth kept stroking Harris' cock, which remained hard.

"O.K. Carrie, let him suck your tits." When my cum covered breasts hit his mouth I thought Harris would gag. But he didn't, he just went right for my extended nipple. I then stated to move my breast around, making sure he had to lick up all the cum. Beth giggled, "If you want to fuck her tell Carrie how much you like to suck your cum from her perfect tits," Beth said.